9.1. In this section, we address the legal form the Academy will take, and how we will ensure proper decision-making and accountability. So far, our work has focused on the features necessary to establish the Academy as an incorporated organisation, with a constitution that sets the scene for a well-run organisation properly accountable to its stakeholders.
9.2 Governance and Fellowship are being considered within the same workstream, so there is some overlap with the next section (section 10) on Fellowship.
Legal form and constitution
9.3 We are in the process of establishing the Academy as an ‘Association Charitable Incorporated Organisation (CIO)’. This is a charity structure where the trustees (who are the people legally responsible for the running of the charity) are elected by, and accountable to, a wider body of members. With legal advice, we have prepared a constitution (based on the Charity Commission’s own template). Approval of this constitution by the Charity Commission represents the registration and incorporation of the Academy as a body. All the details in this section are subject to Charity Commission approval.
9.4 Name: The proposed name is “[The] Academy for the Mathematical Sciences”. We want the Academy to be a National Academy but that is not, for us, an essential part of the name.
9.5 All CIOs must specify one or more Objects (the purpose(s) for which they are established) in the constitution. The AcadMathSci has the single object “to promote and support the mathematical sciences for the public benefit.”
9.6 Area of operation: The UK and its territories, a legally specific definition. Furthermore, it is our definite intention that the Academy will be long-lasting; that it includes England, Scotland, Wales, and Northern Ireland. Furthermore, it is our intention that the Academy would work for mathematical sciences across the whole of the current UK. We would hope that, even if there was a future decision for a positive referendum decision for Scotland to be an independent country, the Academy would continue to include Scotland.
9.7 Members: The Academy is not a membership organisation like the learned societies or other professional associations. Instead, it will have Fellows. However, for the purposes of governance, it will have people legally categorised as “members”, whose role is to hold the trustees to account (including by election and deselection). Their rights and responsibilities in this respect are specified in the constitution. We are proposing that the membership consists of all Fellows and Trustees. Furthermore, the Trustees may choose to specify other categories of people as eligible for membership, though only for the purpose of fulfilling the governance responsibilities.
9.8 Many details of how the Academy will operate (such as how Fellows will be appointed, how the President/Chair will be selected, and indeed whether this will be two posts or one combined post) are not specified in the constitution but will be specified in separate Rules to be established by the Trustees. This is to ensure flexibility down the road, given the extent of current uncertainties.
9.9 The constitution can be changed at any time by a 75% majority of members voting at a General Meeting. Most changes do not require subsequent Charity Commission approval; the most significant exception is changes to the Object(s).
Layers of governance
9.10 We expect there to be three key groups involved in Academy decision-making and governance:
- Trustees: up to 12 people, with a limited term (maximum 6 consecutive years before having to stand down). Their role is to set direction and strategy; to ensure compliance with the law and the governing document; to ensure financial probity and sustainability; and to be the people who are ultimately accountable for the Academy’s activities. The Trustees (probably the Chair) will line-manage the Chief Executive.
- Staff: The Trustees will delegate most of the day-to-day operations of the Academy, and probably other activities including responsibility for delivering target outcomes, to paid staff. Although volunteers (Trustees, Fellows and others) will be actively engaged in supporting these activities, staff will be the ultimate decision-makers on matters thus delegated to them.
- Members: As specified in paragraph 9.7, the membership needs to be defined for the purpose of charitable law, and consists of Fellows and Trustees: Some day-to-day decision-making may be delegated to committees chaired by Fellows. However, the most important governance role of Fellows will be to hold the Trustees accountable for the leadership of the Academy, voting to appoint and remove Trustees where they see fit, and with powers to bring matters to a General Meeting for members (i.e. Fellows) to decide. These powers cannot be exercised lightly – the constitution specifies strict processes – but are important in ensuring the democratic accountability of the Trustees and staff to a wider group. With the proposal that Fellows will not have a time-limited term (see ‘Fellowship’ proposals), they will be able to provide a stable link from the community to the staff in a way that limited-term trustees cannot.
9.11 Royal Charter: We do not propose seeking a Royal Charter at this time. The CIO is a form that is eligible for Royal Charter status should future Trustees think that appropriate. Organisations can typically apply for a Royal Charter after some period of operation.
9.12 Future work will include preparing additional detail, drafting role descriptions and person specifications for key roles such as Chair/President, and ensuring that Trustees’ workplans meet the governance needs of the nascent Academy.
Q21. Do you have any comments on the Academy’s plans for charitable status as outlined in 9.3?
Q22. Do you agree that this structure (outlined in 9.10), including the Trustees, is suitable to keep the Academy constructively and appropriately working towards the flourishing and support of the mathematical sciences and their effects?
Q23. Do you have any other comments on this section?